0000008868-12-000063 Sample Contracts

Re: Agreement and Release of Claims Dear Charles:
Agreement and Release of Claims • August 1st, 2012 • Avon Products Inc • Perfumes, cosmetics & other toilet preparations • New York

This letter confirms the terms of your active employment with Avon Products, Inc. (“Avon” or the “Company”) and confirms the arrangements relating to your transition from the Company. This letter (the “Agreement”) supersedes your offer letter dated November 18, 2005, as amended November 7, 2008 (collectively, the “Original Agreement”).

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Standard Contracts

LETTER WAIVER
Letter Waiver • August 1st, 2012 • Avon Products Inc • Perfumes, cosmetics & other toilet preparations

We refer to the Revolving Credit and Competitive Advance Facility Agreement, dated as of November 2, 2010 (the “Credit Agreement”) among the undersigned and you. Capitalized terms not otherwise defined in this Letter Waiver have the same meanings as specified in the Credit Agreement.

LETTER AGREEMENT
Letter Agreement • August 1st, 2012 • Avon Products Inc • Perfumes, cosmetics & other toilet preparations • New York

We refer to the Note Purchase Agreement, dated as of November 23, 2010 (the “Note Purchase Agreement”), among Avon Products, Inc., a New York corporation (“us” or “API”), and each of the Holders. Capitalized terms not otherwise defined in this Letter Agreement have the same meanings as specified in the Note Purchase Agreement.

Restricted Stock Unit Award
Restricted Stock Unit Award • August 1st, 2012 • Avon Products Inc • Perfumes, cosmetics & other toilet preparations

Reference is made to your letter agreement (the “Letter”) dated as of April 4, 2012 with Avon Products, Inc. (the “Company”). The Letter provides for the grant to you by the Company of a time-based sign-on award of 200,000 restricted stock units. These restricted stock units are being awarded to you hereunder outside of the provisions of the Company's 2010 Stock Incentive Plan (the “2010 SIP”).

LETTER WAIVER
Letter Waiver • August 1st, 2012 • Avon Products Inc • Perfumes, cosmetics & other toilet preparations

We refer to the Note Purchase Agreement, dated as of November 23, 2010 (the “Note Purchase Agreement”), among Avon Products, Inc., a New York corporation (“us” or “API”), and each of the Holders. Capitalized terms not otherwise defined in this Letter Waiver have the same meanings as specified in the Note Purchase Agreement.

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